Wrongful Acts for the Company 17 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )-

Transcription

1 序 號 / 修 改 商 品 名 稱 - 英 文 商 品 名 稱 - 中 文 日 期 1 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B Insurance Policy (Type B)- Claims Made Policy : 型 )- 賠 償 請 求 制 : 國 際 保 險 單 附 加 條 款 ) International Program Endorsement 2 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B) - Patent-Copyright 智 慧 財 產 權 除 外 不 保 附 加 條 款 ) Exclusion 3 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 污 染 責 任 修 正 附 加 條 款 ) Revised Pollution Cover 4 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 設 立 或 併 購 子 公 司 修 正 附 加 條 Creation and Acquisition of Subsidiary Companies 款 ) Amended 5 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 再 次 公 開 發 行 修 正 附 加 條 款 ) Future Offering Amendment 6 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 危 機 因 應 成 本 附 加 條 款 ) Crisis Response Cost Endorsement 7 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 共 保 附 加 條 款 ) Co-insurance Clause 8 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 延 長 報 案 期 間 修 正 附 加 條 款 ) Extended Reporting Period Amendment 9 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 責 任 限 額 共 用 附 加 條 款 ) Tie-in of Limits Endorsements 10 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 公 司 調 查 費 用 附 加 條 款 ) Investigation Cost Amendment 11 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 未 來 資 金 募 集 除 外 附 加 條 款 ) Absolute Future Offering Amendment 12 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy Bankruptcy/Insolvency/Creditors Exclusion 賠 償 請 求 制 破 產 / 償 債 能 力 / 債 權 人 除 外 不 保 事 項 附 加 條 款 ) 13 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 最 高 賠 償 金 額 及 免 責 附 加 條 款 ) Aggregate Limit and Hold Harmless Clause 14 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy Interlocking Clause Endorsement 賠 償 請 求 制 全 球 保 險 計 畫 保 險 契 約 共 同 遵 守 附 加 條 款 ) 15 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 姊 妹 公 司 附 加 條 款 ) Sister Company Endorsement 16 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- Insurance Policy (Type B)-Claims Made Policy 賠 償 請 求 制 公 司 錯 誤 行 為 附 加 條 款 ) Wrongful Acts for the Company 17 Zurich Directors, Officers and Company Liability ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )-

2 Insurance Policy (Type B)-Claims Made Policy Sanctions Clause 18 Zurich Directors, Officers and Company Liability Insurance Policy (Type B) -Claims Made Policy US Securities Claims Exclusion 19 Zurich Directors, Officers and Company Liability Insurance Policy (Type B)-Claims Made Policy Financial Institutions Endorsement-1 20 Zurich Directors, Officers and Company Liability Insurance Policy (Type B)-Claims Made Policy Financial Institutions Endorsement-2 21 Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Crisis Response Costs Endorsement-Broader Form Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Outside Entity Liability Extension Deletion Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Parent Company Exclusion Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Amend Definition of Company Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Amend Definition of Company Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Amend Definition of Financial Loss Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Amendment of Exclusion 9.4 Property Damage and Bodily Injury Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Bump Up Exclusion Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Creation and Acquisition of Subsidiary Companies Amended-Broad Version Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Crisis Response Costs For Listing Account Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Specific Investigation/ Claim/ Litigation/ Event or Act Exclusion Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Crisis Response Costs For Listing Account Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy 賠 償 請 求 制 經 濟 貿 易 制 裁 除 外 附 加 條 款 ) ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 美 國 有 價 證 券 賠 償 請 求 除 外 不 保 附 加 條 款 ) ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 金 融 機 構 附 加 條 款 -1) ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 金 融 機 構 附 加 條 款 -2) ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 危 機 因 應 成 本 附 加 條 款 ) ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 外 部 董 監 事 責 任 除 外 不 保 附 加 條 款 ) ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 母 公 司 除 外 不 保 附 加 條 款 ) 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 公 司 定 義 修 正 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 公 司 定 義 修 正 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 財 務 損 失 定 義 修 正 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 除 外 責 任 9.4 修 正 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 收 購 價 格 提 高 除 外 不 保 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 設 立 及 併 購 子 公 司 修 正 ( 擴 大 版 ) 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 危 機 因 應 成 本 ( 上 市 公 司 適 用 ) 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 特 定 調 查 / 賠 償 請 求 / 訴 訟 / 事 件 或 錯 誤 行 為 除 外 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 危 機 因 應 成 本 ( 上 市 公 司 適 用 ) 附 加 條 款 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 連 續 性 保 障 修 正 附 加 條 款

3 Revised Continuity of Cover Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Special Agreement 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 被 保 險 公 司 特 別 約 定 事 項 附 加 條 款

4 免 費 保 戶 服 務 電 話 : 資 訊 公 開 查 詢 : 免 費 申 訴 電 話 : 消 費 者 可 至 本 公 司 總 分 支 機 構 網 址 查 閱 或 索 取 書 面 資 訊 公 開 說 明 文 件 本 商 品 經 本 公 司 合 格 簽 署 人 員 檢 視 其 內 容 業 已 符 合 保 險 精 算 原 則 及 保 險 法 令, 惟 為 確 保 權 益, 基 於 保 險 業 與 消 費 者 衡 平 對 等 原 則, 消 費 者 仍 應 詳 加 閱 讀 保 險 單 條 款 與 相 關 文 件, 審 慎 選 擇 保 險 商 品 本 商 品 如 有 虛 偽 不 實 或 違 法 情 事, 應 由 本 公 司 及 負 責 人 依 法 負 責 Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy : International Program Endorsement ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 : 國 際 保 險 單 附 加 條 款 ) (98) 台 蘇 保 行 展 字 第 號 函 In consideration of the premium charged, it is hereby understood and agreed that the following Clauses are hereby added to the Policy: 1. Financial Interest Cover The Insurer will pay the Financial Interest of the Policyholder in connection with the Financial Loss of any: (1) Subsidiary Company located in a Restricted Foreign Jurisdiction in respect of Securities Claim made against such Subsidiary Company; and/or (2) Insured Person of such Subsidiary Company in respect of any Claim made against such Insured Person; but only if and to the extent that: (a) such Claim would fall within an Insurance Cover or Extension provided under this Policy but for the fact that this Policy is not permitted to provide coverage for such Claim due to the law of such Restricted Foreign Jurisdiction; and (b) (i) an International Program Policy for such Restricted Foreign Jurisdiction has not been purchased; or (ii) an International Program Policy for such Restricted Foreign Jurisdiction has been purchased, but the Limit of Liability of such International Program Policy is not sufficient to cover the entire Financial Loss of such Claim; subject to local legal restrictions. Each Insured accepts that any payment by the Insurer to the Policyholder pursuant to this endorsement shall discharge any liability which the Insurer might have had to such Insured in respect of the relevant liability. 2. Non-Aggregation of Limits of Liability It is hereby understood and agreed that corresponding to the liability of the Policyholder and all Subsidiary Companies to pay the aggregate premium for this Policy and all International Program Policies, all contractual parties to this Policy and all International Program Policies agree that for the purpose of the calculation of the limits of liability of this Policy and all International Program Policies (combined), all payments of Financial Loss/loss (or equivalent terms as defined under each International Program Policy) under: this Policy; and all International Program Policies; (or any combination of the above mentioned policies) are added up and are limited to the amount of the Limit of Liability of this Policy as indicated in the Schedule (hereinafter called Aggregate Limit of Liability ). The Aggregate Limit of Liability shall be the maximum limit of liability and payment of the Insurer and ZURICH, in the aggregate, for all Financial Loss/loss (or equivalent terms as defined under each International Program Policy) payable under this Policy AND all International Program Policies combined. It is further understood and agreed that nothing in this Clause shall be construed to increase: (i) the limit

5 of liability set forth in the Schedule of any International Program Policies, which shall remain the maximum liability of the insurer under such policy; or (ii) the Insurer s Limit of Liability under this Policy as set forth in the Schedule of this Policy which shall remain the maximum liability of the Insurer under this Policy. 3. Hold Harmless Agreement - Special Conditions regarding Aggregation In the event that the Aggregate Limit of Liability (defined in above paragraph) is exceeded by any and all payments under this Policy and/or any or all International Program Policies, the Policyholder of this Policy shall reimburse the Insurer or ZURICH and/or any partners of ZURICH that issued any International Program Policy in respect of any Financial Loss/loss (or equivalent terms as defined under each International Program Policy) paid by any of the insurers of the International Program Policies in excess of the Aggregate Limit of Liability. Any amount due to the terms of this clause shall be paid by the party within twenty-eight (28) days of notice from the other party. 4. Notice and Authority for International Programs It is agreed that the Policyholder shall act on behalf of its Subsidiary Companies and each and every Insured with respect to the issuance and development of all International Program Policies, including all terms, conditions, exclusions and limitations of such International Program Policies, including, but not limited to point 2 above. It is further understood and agreed that the Policyholder will inform its Subsidiary Company of any International Program Policy to be issued for such Subsidiary Company. 5. Cancellation and Non-renewal of International Program Policies All International Program Policies are coterminous, accordingly if this Policy is cancelled, rescinded or non-renewed then all other International Program Policies shall be deemed cancelled, rescinded or non-renewed with effect from the same date as this Policy. 6. Territorial Scope Coverage under this Policy shall apply to Financial Loss incurred, resulting from Claims made and Wrongful Acts occurring anywhere in the world, where legally permissible. Solely in the event that a: 1.Securities Claim is brought in a Foreign Jurisdiction against a Subsidiary Company domiciled in such foreign territory (other than a Restricted Foreign Jurisdiction) and/or a Claim is brought in a Foreign Jurisdiction against any Insured Person of such Subsidiary Company; or 2. Securities Claim is brought in a Foreign Jurisdiction against the Policyholder or a Subsidiary Company domiciled outside such Foreign Jurisdiction and/or a Claim is brought in a Foreign Jurisdiction against any Insured Person of such entities; and the Insurer or ZURICH offers to other insureds in such Foreign Jurisdiction in the ordinary course of business a Foreign Policy in such Foreign Jurisdiction, then coverage under this Policy for such Claim brought in such Foreign Jurisdiction shall follow and be in accordance with those terms and conditions in such Foreign Policy that are more favourable to the Insured, than the terms and conditions of this Policy; notwithstanding the foregoing, in all events this Point 6 shall not apply to the Definitions of Insured, Insured Person, Financial Loss, Covers of the Policy and point 1 in this endorsement, the Limit of Liability, the cancellation or non-renewal procedures, claim made provisions, premium, and the extended reporting or discovery periods of this Policy or similar provision in such Foreign Policy. If there is a sub-limit of Liability within the cover of the Foreign Policy such sub-limit of Liability shall be no more than US$1,000,000 for the purposes of this Point Currency All premiums, limits, Deductibles, retentions, Financial Loss and other amounts under this Policy are expressed and payable in the currency indicated and shown on the Schedule for the Limit of Liability. If judgment is rendered, settlement is denominated or another element of Financial Loss under this Policy is stated in a currency other than this currency, payment of covered Financial Loss due under this Policy (subject to the terms, conditions, exclusions and limitations of this Policy) will be made either in such other currency at the option of the Insurer or ZURICH and if agreeable to the Policyholder or, in the currency indicated and shown on the Schedule for the Limit of Liability, at the rate of exchange published in The Wall Street Journal on the inception date of this Policy (or if not published on such date the next publication date of The Wall Street Journal).

6 Zurich Directors, Officers and Company Liability Insurance Policy (Type B) - Patent-Copyright Exclusion ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 智 慧 財 產 權 除 外 不 保 附 加 條 款 ) (98) 台 蘇 保 行 展 字 第 號 函 Cover The Insurer shall not be liable under this Policy to make any payment for Financial Loss (including Defence Costs) in connection with any Claim made against any Insured, or Investigation Costs alleging, arising out of, based upon or attributable to any actual or alleged plagiarism, misappropriation, infringement or violation of copyright, patent, trademark, trade secret or any other intellectual property rights. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. Revised Pollution Cover ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 污 染 責 任 修 正 附 加 條 款 ) (102) 台 蘇 保 行 展 字 第 號 函 備 查 Revised Pollution Cover In consideration of the premium charged, it is hereby understood and agreed that Extension 2.5, Pollution cover, is hereby replaced by the following: 2.5 POLLUTION COVER Exclusion 9.5 of this Policy shall: not apply to any Pollution related Claim brought by a shareholder of the Company whether directly or derivatively alleging damage to the Company or its shareholders, provided that such Claim is brought and is continuously maintained without the solicitation, voluntary assistance, or active participation of any Director or Officer; not apply to Defence Costs incurred by any Insured Person solely for the Claim arising out of Pollution (other than a Claim described in Paragraph 2.5.1). The maximum limit of the Insurer s liability for all Defence Costs under this Paragraph shall be the amount listed in Item 4(a) of the Schedule. This Sub-Limit of Liability shall be part of and not in addition to the Limit of Liability of this Policy no cover under this extension shall apply to Clean Up Costs in any event. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED Creation and Acquisition of Subsidiary Companies Amended ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 設 立 或 併 購 子 公 司 修 正 附 加 條 款 ) Creation and Acquisition of Subsidiary Companies Amended (102) 台 蘇 保 行 展 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that Section 4 Creation and Acquisition of Subsidiary Companies during the Period of Insurance of this Policy is deleted in its entirety and replaced as follows: Any entity, whether created or acquired, that becomes a Subsidiary Company during the Period of Insurance of this Policy and any directors and officers (or equivalent executive or management position) thereof, shall be Insured under this Policy with respect to Claims (or with respect to Subsidiary Companies, only Securities Claims and Employment Claims, where US Employment Claims should not be included.) for Wrongful Acts occurring after the date such entity became a Subsidiary Company

7 and while such entity remains a Subsidiary Company. Solely for the purpose of this endorsement, any such newly created or acquired Subsidiary Company described above should not include: (i)the company who is domiciled in US; or (ii)the company whose securities are publicly traded; or (iii)the company who is a Financial Institution; ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Future Offering Amendment ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 再 次 公 開 發 行 修 正 附 加 條 款 ) (102) 台 蘇 保 行 展 字 第 號 函 備 查 Future Offering Amendment In consideration of the premium charged, it is hereby understood and agreed that 7.2 Change of Control and Public Offering of this Policy is deleted in its entirety and replaced as follows: 7.2 If during the Period of Insurance the Policyholder or any Subsidiary Company plans or undergoes: (1) any (i) public offering (initial or otherwise) of its Securities; or (ii) private offering of its Securities, in the United States of America or its territories and/or possessions; or (2) any public offering of its Securities (other than as described in Paragraph 7.2(1)) in which the total value and proceeds of such public offering are equal to or greater than the 30% of market capitalization of the policyholder, then the Insurer shall not provide any coverage under this Policy for any Claim alleging, arising out of, based upon or attributable to such public offerings. The Insurer may at its discretion provide coverage for such public offerings under this Policy if the Policyholder: (i) notifies the Insurer in writing of such public offering; (ii) provides the Insurer with full underwriting information as the Insurer may require; and (iii) agrees to any additional premium and/or amendment of the provisions of this Policy required by the Insurer relating to such public offering. Further, coverage as shall be afforded under this Policy to any such Insured in connection with the public offering shall be conditional upon the Policyholder paying, when due, any additional premium required by the Insurer for such coverage. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Crisis Response Cost Endorsement ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 危 機 因 應 成 本 附 加 條 款 ) (102) 台 蘇 保 行 展 字 第 號 函 備 查 Crisis Response Cost Endorsement In consideration of the premium charged, it is hereby understood and agreed that Section 2, EXTENSIONS TO COVERAGE, is hereby amended to include the following: 2.18 CRISIS RESPONSE COSTS In addition to the Extension to Cover, the Insurer will reimburse the Company, in addition to the Limit of Liability for this Policy, up to $$$$ (on a case by case basis, i.e US$50,000), the Crisis Response Costs incurred by the Crisis Response Team if incurred only in response to a Critical Event that does not fall within the definition of Claim or Investigation Costs. There is no cover for any Critical Event which is commenced during the Extended Reporting Period (Section 2, Point 2.1).

8 Solely for the purposes of the Extension of Coverage described above, the following definitions shall apply: (1) Critical Event shall mean a public announcement of any of the following situation which, in the good faith opinion of the Chief Financial Officer(or equivalent) of the Company, did cause or is reasonably likely to cause a Material Effect on the Company s common stock price: 1. the receipt by the Company of unsolicited take-over proposal or the commencement of an unsolicited take-over bid for the Company, 2. the commencement by any government or regulator of any proceeding against the Company, 3. the occurrence of a labor strike or lock out involving the Company or a reduction in force of more than 10% of the Company s employees, 4. the write-off of a material amount of the Company s assets, 5. the commencement of any bankruptcy, liquidation, receivership, conservatorship or rehabilitation proceeding against the Company, 6. the loss of a major customer or supplier representing a material portion of the Company s business, 7. the recall of a significant product of the Company, 8. the restatement of the Company s publicly disclosed financial statements, 9. financial result or estimate of financial result for the Company that are materially less favorable than the previous year in a comparable period, 10. financial result or estimate of financial result for the Company that are materially less favorable than previous estimate of financial performance made by the Company or by a security analyst. 11. the elimination or suspension of a regularly scheduled dividend on any equity securities issued by the Company, 12. the default by the Company on any material debt payment, 13. the commencement of a class action lawsuit against the Company alleging that such Company caused class members to suffer or incur bodily or personal injury, sickness, disease, death or property damage, 14. the commencement of one or more class action lawsuits or lawsuits for which class certification is sought, by the Company s past present or perspective employees, outside of the United States of America or Canada or their territories and/or possessions. 15. the commencement of a lawsuit against or held by the Company for any breach of intellectual property rights, relating to any significant product or services of the Company, 16. the occurrence of an unforeseen interruption in the production of an existing significant product of the Company, 17. the occurrence of an unforeseen delay in the development or regulatory approval of a new significant product of the Company, 18. the loss of key executive officer (person for whom the Company maintains key person life insurance) due to death, discharge or resignation (other than pursuant to planned retirement). For purposes of coverage under this endorsement, the Critical Event shall be deemed to occur on the date: (i) the actual public disclosure of the situation occurs; or (ii) the Company s president, chief executive officer, chief financial officer or general counsel first believes it is probable that public disclosure of the situation will or must be made within the next ninety (90) days, whichever is earlier. (2)Crisis Response Costs shall mean reasonable and necessary fees, costs and expenses charged by a Crisis Response Team in connection with: (i) advising the Company and/or any Insured Person with respect to minimizing potential loss or liability on account of a Critical Event; (ii)managing disclosures to customers, suppliers, investors or the public regarding a Critical Event; Crisis Response Costs shall not include any regular or overtime wages, salaries or fees of the directors, officers, managers or employees of the Company or office overheads, travel costs unrelated to a Critical Event or other administration costs of the Company. (3) Crisis Response Team shall mean the Insured, Pre-Approved Crisis Response Team, or any public relations firm, law firm hired by the Company or Insured Person (s) to perform crisis response services in connection with the Critical Event which has been consented to by the Insurer, the consent for which shall not be unreasonably withheld (4) Material Effect shall mean that: (i) within a period of two trading days, the price per share of Company Securities listed on the Taiwan Stock Exchange or the GreTai Securities Market shall decrease by the greater of ten percent

9 (10%) per share or ten percent (10%) net of the change in the Taiwan Weighted Composite Index; or (ii) For Emerging Stocks traded on Over-the-Counter Markets in Taiwan, within a period of 24 hours, the price per share of Company Securities shall decrease by the greater of twenty percent (20%) per share. (iii) [within a period of 24 hours, the price per share of Company Securities listed on the stock exchange within [region] shall decrease by the greater of ten percent (10%) per share or ten percent (10%) net of the change in the [xxx Composite Index].] Solely with respect to the coverage provided by this endorsement, (i) The following exclusion is added: the Insurer shall not be liable under the Crisis Response Extension for any Crisis Response Costs incurred prior to, or more than, 180 days after the date written notice of the Critical Event is first given to the Insurer. (ii)no Deductible shall apply to Crisis Response Costs. (iii) The Policyholder shall give to the Insurer written notice of any Critical Event as soon as practicable after it commences. Such notice shall include a description of the Critical Event and the reasons why it is likely to occur. The Insurer and its employees and representatives shall maintain as confidential and shall not disclose such information or otherwise use such information except as required in the Insurer s ordinary course of business. (iv) Any notice to the Insurer of a Critical Event shall not constitute notice to the Insurer of a Claim or a circumstance which could give rise to a Claim as provided in 10.1 Notification provision, unless such notice expressly states that it is also a notice of Claim or circumstances pursuant to 10.1 Notification provision. (v) The coverage provided by this endorsement shall not be conditioned upon the Insurer s consent to the Company incurring Crisis Response Costs, provided that the Company gives written notice to the Insurer as required by this endorsement. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Co-insurance Clause ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 共 保 附 加 條 款 ) (102) 台 蘇 保 行 展 字 第 號 函 備 查 Co-insurance Clause Notwithstanding anything stated in this policy to the contrary it is hereby declared and agreed that Insurer in Item 13 of the schedule is deleted and replaced with the following: (see attachment D1) Insurer means the following companies who severally agreed each for the proportion set against its name to indemnify the Insured or the Company within the terms of this policy and the liability of each company individually in respect of any loss or damage shall be limited to its stated proportion. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Extended Reporting Period Amendment ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 延 長 報 案 期 間 修 正 附 加 條 款 ) Extended Reporting Period Amendment (102) 台 蘇 保 行 展 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that Extended Reporting Period of this Policy is deleted in its entirety and replaced as follows: In the event of non-renewal or cancellation (other than for non-payment of premium) of this Policy or a Change in Control (as defined in Section 7) the Policyholder shall automatically have the right, without any payment of any additional premium, to a single extension of the coverage provided by this Policy for a period of days after the expiry of the Period of Insurance with respect to any Claim

10 made against any Insured during such day Extended Reporting Period, but only with respect to Wrongful Acts committed prior to the expiry date of the Period of Insurance or Change in Control. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. Tie-in of Limits Endorsements ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 責 任 限 額 共 用 附 加 條 款 ) (102) 台 蘇 保 行 展 字 第 號 函 備 查 Tie-in of Limits Endorsements In consideration of the premium charged, it is hereby understood and agreed that the combined Limit of Liability of the Insurer for all Claims and Financial Loss under both: (1) This Policy; and (2) Policy No. issued to ; and (3) Policy No. issued to and (4) Policy No. issued to; and (5) Policy No. issued to by Zurich Insurance (Taiwan) Ltd. (or any renewal or replacement of such policy or which succeeds such policy in time) ( Other Zurich Policy ), shall be US$, in the aggregate, for all Financial Loss combined. Accordingly, the Limit of Liability and Sub-Limit of Liability for Financial Loss under this policy shall be reduced by Financial Loss incurred under the Other Zurich Policy because the Limit of Liability and Sub-Limit of Liability under the Other Zurich Policy is now part of and not in addition to the Limit of Liability and Sub-Limit of Liability of this policy as set forth in the Schedule of this Policy. Finally, nothing in this endorsement shall be construed to increase the Insurer s Limit of Liability and Sub-Limit of Liability set forth in the Schedule of such Other Zurich Policy which shall remain the maximum liability of the Insurer for all Claims under such Other Zurich Policy, or the Insurer s Limit of Liability and Sub-Limit of Liability under this Policy as set forth in the Schedule of this Policy which shall remain the maximum liability of the Insurer for all Claims, in the aggregate, combined under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Investigation Cost Amendment ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 公 司 調 查 費 用 附 加 條 款 ) (102) 台 蘇 保 行 展 字 第 號 函 備 查 Investigation Cost Amendment In consideration of the premium charged, it is hereby understood and agreed that 2.7 Company Investigation of this Policy is deleted in its entirety and replaced as follows: 2.7 COMPANY INVESTIGATIONS In addition to any covered Claim as defined in Paragraph the Insurer will also pay on behalf of any Director or Officer or Employee such Investigation Costs as arise from or are a consequence of a formal criminal, administrative or regulatory investigation, hearing or enquiry, commenced by any regulator, government body, government agency or official trade body into the affairs of the Company, save to the extent that such Director or Officer or Employee is indemnified by the Company. Indemnity under this Paragraph 2.7 arises only when, and is in relation only to costs incurred after, such Director or Officer or Employee is legally required in writing to attend such formal investigation,

11 hearing or enquiry at the behest of such regulator, government body, government agency or official trade body legally empowered to investigate the affairs of the Company, provided that such requirement to attend first arises during the Period of Insurance and the Insured notifies the Insurer of such investigation, hearing or enquiry pursuant to the requirements of Paragraph 10.1 of this Policy. Cover under this Paragraph 2.7 shall not apply to general industry investigations, hearings or enquiries. An investigation, hearing or enquiry as described in this Paragraph 2.7 shall be deemed to be first made when the Director or Officer or Employee is first so required to attend such investigation, hearing or enquiry. The maximum limit of the Insurer s liability for all Investigation Costs under this Paragraph 2.7 shall be the amount listed in Item 4 (b) of the Schedule. This Sub-Limit of Liability shall be part of and not in addition to the Limit of liability of this Policy. This Paragraph 2.7 shall not apply to any investigation, hearing or enquiry brought or commenced, in whole or in part: (i) within the jurisdiction of; or (ii) pursuant to the laws of, the United States of America or any territory and/or possession thereof, including but not limited to any investigation, hearing or enquiry brought by or commenced by the United States Securities and Exchange Commission (SEC). This Paragraph 2.7 shall not apply to a Claim as defined in Paragraph No Deductible written in item 5 of the Schedule shall apply to the extension available under this Paragraph 2.7. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Absolute Future Offering Amendment ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 未 來 資 金 募 集 除 外 附 加 條 款 ) Absolute Future Offering Amendment (102) 台 蘇 保 行 展 字 號 備 查 It is hereby understood and agreed that 2.15 INITIAL PUBLIC OFFERING DURING THE PERIOD OF INSURANCE of this Policy should be deleted in its entirety. It is further understood and agreed that 7.2 under SECTION 7 CHANGE IN CONTROL AND PUBLIC OFFERING should be deleted in its entirety and replaced by the following: 7.2 If during the Period of Insurance the Policyholder or any Subsidiary Company plans or undergoes any public offering (initial or otherwise) of its Securities or any private offering of its Securities(which results in a total proceeds from such private offering being equal to or greater than the amount of USD in any one single transaction), then the Insurer shall not provide any coverage under this Policy for any Claim alleging, arising out of, based upon or attributable to such offerings. The Insurer may at its discretion provide coverage for such offerings under this Policy if the Policyholder: (i) notifies the Insurer in writing of such offering; (ii) provides the Insurer with full underwriting information as the Insurer may require; and (iii) agrees to any additional premium and/or amendment of the provisions of this Policy required by the Insurer relating to such offering. Further, coverage as shall be afforded under this Policy to any such Insured in connection with the offering shall be conditional upon the Policyholder paying, when due, any additional premium required by the Insurer for such coverage. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Bankruptcy/Insolvency/Creditors Exclusion ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 破 產 / 償 債 能 力 / 債 權 人 除 外 不 保 事 項 附 加 條 款 ) (102) 台 蘇 保 行 展 字 號 備 查

12 BANKRUPTCY/INSOLVENCY/CREDITORS EXCLUSION In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Financial Loss in connection with any Claim(s) made against any Insured(s): (1) alleging, arising out of, based upon, attributable to, or in any way involving, directly or indirectly: (i) any act, error or omission which is alleged to have led or caused, directly or indirectly, wholly or in part, to the bankruptcy or insolvency of the Company, or to the Company filing a petition, or a petition being filed against the Company or any Insured; or (ii) the Company or any Insured having sustained a financial loss due, directly or indirectly, wholly or in part, to any act, error or omission of any Insured(s), but only if such Claim is made after the Company or any Insured has been determined to be insolvent, or has filed a petition for bankruptcy, or a petition has been filed against it, or the Company or any Insured has assigned its assets for the benefit of its creditors; or (2) brought by or on the behalf of any creditor or debt-holder of the Company or any Insured, or arising out of any liability (whether alleged or actual) to pay or collect accounts, including but not limited to Claims alleging misrepresentation in connection with the extension of credit or purchase of a debt instrument, or Claims alleging any deterioration in the value of the debt as a result of (wholly or in part) the bankruptcy or insolvency of the Company or any Insured. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Aggregate Limit and Hold Harmless Clause ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 最 高 賠 償 金 額 及 免 責 附 加 條 款 ) (102) 台 蘇 保 行 展 字 第 號 函 備 查 (103) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that the following Clauses are hereby added to the Policy: 1. Combined Limits of Liability Corresponding to the liability of the customer to pay the aggregate premium for all International Insurance Policies only once per insurance period, the contractual parties agree that for the purpose of the calculation of the limits of this policy and all International Insurance Policies, combined, all payments of Financial Loss under: the Master Policy; FoS Hub Master; and all Local Policies; (or any combination of the above mentioned policies) are added up and are limited to the Aggregate Limit of Liability. The Aggregate Limit of Liability shall be the Insurer s (including all member companies of Zurich Insurance Group) maximum liability, in the aggregate, for all Financial Loss payable under all International Program Policies combined. Aggregate Limit of Liability shall mean. International Program Policies shall mean, collectively: (1) the Master Policy; (2) the FoS Hub Master Policy; and (3) all Local Policies. For the purposes of this Policy the following additional Definitions shall apply: Master Policy shall mean policy number issued to

13 by FoS Hub Master shall mean policy number by Zurich Insurance plc. issued to Local Policies shall mean all the following policies: 2. Combined Deductibles Only one Deductible shall apply to a single Claim that arises under two or more individual International Program Policies, and such deductible shall be equal to the highest of the Deductibles provided for in the policies involved. 3. Hold Harmless Agreement - Special Conditions regarding Aggregation In the event that the Aggregate Limit of Liability is exceeded by any and all payments under any or all International Program Policies, the Policyholder of the Master Policy shall reimburse the Insurer (including all member companies of Zurich Insurance Group) in respect of any Financial Loss paid by any of the Insurers (including all member companies of Zurich Insurance Group) of the International Program Policies in excess of the Aggregate Limit of Liability. Any amount due to the terms of this clause shall be paid by the party within 28 days of notice from the other party giving details of the payment or charge incurred. 4. Defence and Settlement The Policyholder is obliged to organise an appropriate defence of any Claim against any of its Subsidiary Companies or any Insured thereof. The Insurer must be involved in the decision about the defence strategy. The decision of the defence strategy and the choice of the defence lawyer must be approved by the Insurer subject to the terms and conditions of this Policy and the International Program Policy. 5. Cancellation/Non-Renewal The FoS Hub Master Policy and all Local Policies are coterminous with the Master Policy. Accordingly: (a) If the Master Policy is cancelled, all other International Program Policies shall be deemed cancelled with effect from the same date as the Master Policy; and (b) If the Master Policy expires and is not renewed, all other International Policies shall be deemed to expire without renewal as at the same date as the Master Policy. 6. Exchange Rate Should Zurich pay a Claim in foreign currency, the "quarterly average rate of exchange" (Source: Bloomberg) for the respective Claim paid during an annual quarter will apply for the conversion. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Interlocking Clause Endorsement ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 全 球 保 險 計 畫 保 險 契 約 共 同 遵 守 附 加 條 款 ) INTERLOCKING CLAUSE ENDORSEMENT (102) 台 蘇 保 行 展 字 第 號 函 備 查 This Policy is part of an international program. This program arrangement is a compilation of different policies called International Program Policies (defined below) which all have one common goal, to cover the Insured of these International Program Policies world wide on terms, conditions and limitations agreed to by the Policyholder in the Master Policy. Therefore the Policyholder of the Master Policy (on behalf of all Insureds and of these International Program Policies) has agreed to special clauses regarding terms, conditions, limitations, limits and deductible in the International Program Policies with the Insurers of the International Program

14 Policies, considering the overall intent of this insurance program. Therefore all these International Program Policies must be read in this context. International Program Policies shall mean, collectively: (4) the Master Policy; (5) the FoS Hub Master Policy; and (6) all Local Policies. Interpretation Clause - FoS Hub Master Policy and Local Policies The scope of coverage under the FoS Hub Master and the Local Policies (as interpreted under their applicable laws) is deemed to be at least as wide as that under the Master Policy (as interpreted under its applicable law), save to the extent that the coverage under the FoS Hub Master policy or the Local Policies has been specifically limited or restricted by Exclusions or by endorsement. For avoidance of doubt this has no effect on those policies' excesses, deductibles, sublimits, exclusions or limits of liability. Priority Clause Where Local Policies and/or the FoS Hub Master policy is issued, Claims shall be first reported to the Local Policies (if applicable and if legally permissible) and then the FoS Hub Master (if applicable and if legally permissible) policy before the Master Policy. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Sister Company Endorsement ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 姊 妹 公 司 附 加 條 款 ) SISTER COMPANY ENDORSEMENT (102) 台 蘇 保 行 展 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that the Policy is hereby amended as follows: 1. Definition of Subsidiary Company Definition of Subsidiary Company is hereby deleted in its entirety and replaced by the following: Subsidiary Company shall mean: (i) any Sister Company; and (ii) any entity that is domiciled in the Country of Incorporation of the Policyholder, and in which the Policyholder or any Sister Company, either: (1) owns more than 50% of the issued and outstanding voting share capital either directly or indirectly; or (2) controls the composition of the Board of Directors of such entity. 2. Definition of Sister Company The term Sister Company shall mean any entity (including the Policyholder) that is domiciled in the Country of Incorporation of the Policyholder and in which the Parent Company either: (1) owns more than 50% of the issued and outstanding voting share capital either directly or indirectly; or (2) controls the composition of the Board of Directors of such entity.. 3. Definition of Parent Company The term Parent Company shall mean ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED.

15 Wrongful Acts for the Company ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 公 司 錯 誤 行 為 附 加 條 款 ) WRONGFUL ACTS FOR THE COMPANY The following additional Exclusion is hereby added to the Policy: (102) 台 蘇 保 行 展 字 第 號 函 備 查 The Insurer shall not be liable to make any payment for Financial Loss in connection with a Claim, or in an Investigation alleging, arising from, based upon, attributable to or as a consequence of any actual or alleged Wrongful Act of: any Insured Person of the Policyholder or its Subsidiary Companies; or the Policyholder or its Subsidiary Companies; committed: (i) prior to the date that the Policyholder of the Master Policy first directly or indirectly (through another Subsidiary Company); or (ii) committed subsequent to the date the Policyholder of the Master Policy directly or indirectly (through another Subsidiary Company) no longer: (1) held more than 50% of the voting rights of the Policyholder; or (2) appointed a majority of the board of directors (or equivalent in any other country) of the Policyholder; or (3) had the right, pursuant to a written agreement with other shareholders, to appoint a majority of the board of directors (or equivalent in any other country) of the Policyholder. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Sanctions Clause ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 經 濟 貿 易 制 裁 除 外 附 加 條 款 ) Sanctions Clause (102) 台 蘇 保 行 展 字 第 號 函 備 查 Notwithstanding any other terms under this agreement, no insurer shall be deemed to provide coverage or will make any payments or provide any service or benefit to any insured or other party to the extent that such cover, payment, service, benefit would violate any applicable trade or economic sanctions law or regulation. Zurich Directors, Officers and Company Liability Insurance Policy (Type B) -Claims Made Policy US Securities Claims Exclusion ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 美 國 有 價 證 券 賠 償 請 求 除 外 不 保 附 加 條 款 ) US SECURITIES CLAIMS EXCLUSION (103) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Financial Loss in connection with any US Securities Claim(s) made against any Insured(s). US Securities Claim shall mean any Securities Claim brought or commenced, in whole or in part: (i) within the jurisdiction of; or (ii) pursuant to the laws of, the United States of America or its territories and/or possessions. ALL OTHER TERMS, CONDITIONS, AND LIMITATIONS REMAIN UNCHANGED.

16 Financial Institutions Endorsement-1 ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 金 融 機 構 附 加 條 款 -1) Financial Institutions Endorsement (103) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged it is hereby understood and agreed that the Policy is amended as follows: 8. Definitions a) Definition 8.5 Company is hereby deleted in its entirety and replaced by the following: 8.5 Company Company shall mean: the Policyholder; and any past, present or future Subsidiary Company (subject to the terms and conditions of Section 4 of the Policy); and any charitable foundation or charitable trust solely controlled or sponsored by the Policyholder or any Subsidiary Company thereof; provided that this definition shall not include any pension or superannuation fund, trust or scheme or any Special Purpose Vehicle or Special Purpose Entity Company does not mean an Investment Fund or an Investment Entity b) Definition 8.16 Financial Institution is hereby deleted in its entirety c) Definition 8.27 Outside Entity is hereby deleted in its entirety and replaced by the following: 8.27 Outside Entity Outside Entity shall mean: any not-for-profit entity; any for-profit entity in which the Company has an equity ownership interest no greater than 50%, any Investment Entity, any Investment Fund, but excluding any: (i) Company; (ii) any entity or fund which is incorporated or domiciled or registered or authorized for sale or whose securities are publicly traded in a primary, secondary or other market in the United States of America or its territories or possessions; (iii) other entity if its Securities are traded on any other primary, secondary or other market; or (iv) any other entity that had negative net assets or negative net worth at the inception date of this Policy; unless such other entity is specifically listed as an Outside Entity in an endorsement attached to this Policy. d) Definition 8.50 Investment Entity is hereby added to the Policy: 8.50 Investment Entity Investment Entity shall mean any entity whose equity Securities are not registered to trade and have not traded in a public market, in which one or more Investment Funds holds or held a debt or equity interest or has performed or is performing due diligence in anticipation of making an investment of its capital in such entity. e) Definition 8.51 Investment Fund is hereby added to the Policy: 8.51 Investment Fund Investment Fund shall mean any trust, investment trust, investment fund, fund of fund, investment management company (open or closed ended), managed investment scheme, partnership, undertaking for collective investment, private equity or venture capital fund, real estate fund, sub-fund, compartment, mandate or other similar fund or entity sponsored, created, promoted or managed by the Policyholder or a Subsidiary Company and disclosed in the Proposal provided that this definition shall not include any pension or superannuation fund, pension trust or scheme or employees benefit plan 9. Exclusions f) Exclusion Professional Services is hereby deleted in its entirety and replaced by the following: 9.11 Professional Services

17 alleging, arising out of, based upon or attributable to as a consequence of the Company s or any Outside Entity s or any Insured s performance of or failure to perform professional services, or any act(s), error(s) or omission(s) relating thereto; provided that this exclusion shall not apply to any Claim brought by a shareholder of the Company in the form of a shareholder class, direct or derivative action alleging failure to supervise those who performed or failed to perform such professional services or activities, provided that such Claim is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of any Director or Officer. 4. Acquisition Clause g) General Condition 4 Acquisition or Creation of Subsidiaries Companies is hereby deleted in its entirety and replaced by the following: 4. Acquisition or Creation of Subsidiary Companies during the period of Insurance A: Except as stated in sections B and C of 4 the Definition of Company shall also include any entity whether created or acquired, that becomes a Subsidiary Company during the Period of Insurance of this Policy. B: Any such newly acquired Subsidiary Company described in A of section 4: (i) whose total consolidated assets are greater than twenty-five (25) percent of the total consolidated assets of the Policyholder (determined as of the date of the acquisition); or (ii) whose securities are publicly traded in the United States; shall not be included within the definition of Company or Insured; provided, however, solely with regard to a newly acquired Subsidiary Company described in sections B (i) or B (ii) of 4. of this Policy shall provide coverage for a period of ninety (90) days from the date such entity first became a Subsidiary Company or until the expiry date of the Period of Insurance, (which ever period expires first) provided that the Policyholder shall report such Subsidiary Company to the Insurer, in writing, at renewal of this Policy. C: With regard to such Subsidiary Company described in section B of 4. the Insurer may, at its sole discretion, extend coverage to such Subsidiary Company and any Insured Person thereof, (for a Subsidiary Company described in sections B(i) or B(ii) of 4., beyond such ninety (90) day automatic coverage period), if, within the ninety (90) day period after such entity was acquired the Policyholder shall: (i) notify the Insurer in writing of the acquisition of such entity; (ii) provide the Insurer with full underwriting information as the Insurer may require; and (iii) agree to any additional premium and/or amendment of the provisions of this Policy required by the Insurer relating to such Subsidiary Company. Further, coverage as shall be afforded to any such Subsidiary Company and any Insured Person thereof shall be conditional upon the Policyholder paying, when due, any additional premium required by the Insurer for such Subsidiary Company. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Financial Institutions Endorsement-2 ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 金 融 機 構 附 加 條 款 -2) Financial Institutions Endorsement (103) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged its hereby understood and agreed that the following amendments are made to the Policy: (1) The Definition of Financial Loss shall not include (other than Defence Costs) any amount that represents or is substantially equivalent to the payment of or reimbursement of fees, commissions, premiums, costs or other similar amounts paid or payable to the Company. (2) The following additional exclusions are hereby added to the Policy: The Insurer shall not be liable under this Policy to make any payment for Financial Loss in connection with any Claim made against any Insured: Market Abuse

18 arising from, based upon, attributable to or as a consequence of any act or acts, or alleged act or acts, of Market Abuse, in the event that this exclusion is determined or established by: (i) a written admission by the Insured; or (ii) a judgement or other final, non-appealable adjudication or proceeding adverse to the Insured; until such determination, Defence Costs shall be advanced by the Insurer pursuant to the terms and conditions of this Policy. Money Laundering or Related Financial Crime alleging, arising out of, based upon or attributable to as a consequence of Money Laundering or Related Financial Crime, which an Insured Person knew or reasonably should have known constituted Money Laundering or Related Financial Crime. (3) The following additional Definitions are hereby added to the Policy: Market Abuse means behaviour which constitutes market abuse pursuant to the provisions of the European Market Directive or any similar behaviour under any legislation or applicable regulations. Money Laundering or Related Financial Crime has the meaning given to that term (or the term used for an equivalent offence) under any statute, law, rule, regulation, or international treaty, convention or accord pertaining to the movement of illicit cash or cash equivalent proceeds. ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Crisis Response Costs Endorsement-Broader Form ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 危 機 因 應 成 本 附 加 條 款 ) (103) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that Section 2, EXTENSIONS TO COVER, is hereby amended to include the following: 2.18 CRISIS RESPONSE COSTS In addition to the Extension to Cover, the Insurer will reimburse the Company, in addition to the Limit of Liability for this Policy, up to $$$$, the Crisis Response Costs incurred by the Crisis Response Team if incurred only in response to a Critical Event that does not fall within the definition of Claim or Investigation Costs. There is no cover for any Critical Event which is commenced during the Extended Reporting Period (Section 2, Point 2.1). Solely for the purposes of the Extension of Coverage described above, the following definitions shall apply: (1) Critical Event shall mean a public announcement of any of the following situation: (i) the receipt by the Company of unsolicited take-over proposal or the commencement of an unsolicited take-over bid for the Company, (ii) the commencement by any government or regulator of any proceeding against the Company, (iii) the occurrence of a labor strike or lock out involving the Company or a reduction in force of more than 10% of the Company s employees, (iv) the write-off of a material amount of the Company s assets, (v) the commencement of any bankruptcy, liquidation, receivership, conservatorship or rehabilitation proceeding against the Company, (vi) the loss of a major customer or supplier representing a material portion of the Company s business, (vii) the recall of a significant product of the Company, (viii) the restatement of the Company s publicly disclosed financial statements, (ix) financial result or estimate of financial result for the Company that are materially less favorable than the previous year in a comparable period. (x) financial result or estimate of financial result for the Company that are materially less favorable than previous estimate of financial performance made by the Company or by a security analyst. (xi) the elimination or suspension of a regularly scheduled dividend on any equity securities issued by the Company,

19 (xii) the default by the Company on any material debt payment, (xiii) the commencement of a class action lawsuit against the Company alleging that such Company caused class members to suffer or incur bodily or personal injury, sickness, disease, death or property damage, (xiv) the commencement of one or more class action lawsuits or lawsuits for which class certification is sought, by the Company s past present or perspective employees. (xv)the commencement of a lawsuit against or held by the Company for any breach of intellectual property rights, relating to any significant product or services of the Company, (xvi) the occurrence of an unforeseen interruption in the production of an existing significant product of the Company, (xvii) the occurrence of an unforeseen delay in the development or regulatory approval of a new significant product of the Company, (xviii) the loss of key executive officer (person for whom the Company maintains key person life insurance) due to death, discharge or resignation (other than pursuant to planned retirement). For purposes of coverage under this endorsement, the Critical Event shall be deemed to occur on the date: (i) the actual public disclosure of the situation occurs; or (ii) the Company s president, chief executive officer, chief financial officer or general counsel first believes it is probable that public disclosure of the situation will or must be made within the next ninety (90) days, whichever is earlier. (2) Crisis Response Costs shall mean reasonable and necessary fees, costs and expenses charged by a Crisis Response Team in connection with: (i) advising the Company and/or any Insured Person with respect to minimizing potential loss or liability on account of a Critical Event; (ii) managing disclosures to customers, suppliers, investors or the public regarding a Critical Event; Crisis Response Costs shall not include any regular or overtime wages, salaries or fees of the directors, officers, managers or employees of the Company or office overheads, travel costs unrelated to a Critical Event or other administration costs of the Company. (3) Crisis Response Team shall mean the entity listed below: <TBA> Solely with respect to the coverage provided by this endorsement, (1) The following exclusion is added: the Insurer shall not be liable under the Crisis Response Extension for any Crisis Response Costs incurred prior to, or more than, 180 days after the date written notice of the Critical Event is first given to the Insurer. (2) No Deductible shall apply to Crisis Response Costs. (3) The Policyholder shall give to the Insurer written notice of any Critical Event as soon as practicable after it commences. Such notice shall include a description of the Critical Event and the reasons why it is likely to occur. The Insurer and its employees and representatives shall maintain as confidential and shall not disclose such information or otherwise use such information except as required in the Insurer s ordinary course of business. (4) Any notice to the Insurer of a Critical Event shall not constitute notice to the Insurer of a Claim or a circumstance which could give rise to a Claim as provided in 10.1 Notification provision, unless such notice expressly states that it is also a notice of Claim or circumstances pursuant to 10.1 Notification provision.

20 (5) The coverage provided by this endorsement shall not be conditioned upon the Insurer s consent to the Company incurring Crisis Response Costs, provided that the Company gives written notice to the Insurer as required by this endorsement. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Outside Entity Liability Extension Deletion ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 外 部 董 監 事 責 任 除 外 不 保 附 加 條 款 ) (103) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that 2.4 Outside Entity Executive Extension of this Policy should be deleted in its entirety. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Parent Company Exclusion ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 母 公 司 除 外 不 保 附 加 條 款 ) (103) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed that the Insurer shall not be liable to make any payment for Financial Loss in connection with any Claim made by or on behalf of or against: (i) the Named Parent (listed below); or (ii) any directors, officers or employees thereof; or (iii) any Claim which is brought by any security holder of the Named Parent, whether directly or derivatively, unless such security holder's Claim is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of, the Named Parent or any directors, officers or employees thereof. NAMED PARENT ALL OTHER TERMS, CONDITIONS AND LIMITATIONS REMAIN UNCHANGED. Zurich Directors, Officers and Company Liability Insurance Policy (Type B)- Claims Made Policy Amend Definition of Company ( 蘇 黎 世 產 物 董 監 事 經 理 人 責 任 保 險 (B 型 )- 賠 償 請 求 制 公 司 定 義 修 正 附 加 條 款 ) (104) 台 蘇 保 產 品 字 第 號 函 備 查 In consideration of the premium charged, it is hereby understood and agreed the definition of Company (8.5) is deleted by its entirety and be replaced by below: the Policyholder; XXXXX XXXXX any past, present or future Subsidiary Company of the Policyholder (subject to the terms and conditions of Section 4 of the Policy); and any foundation or charitable trust solely controlled or sponsored by the Policyholder or any Subsidiary Company thereof; provided that this definition shall not include any pension or superannuation fund, trust or scheme.